Friedman Industries (FRD) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 18, 2024, with key proposals including director elections, executive compensation advisory vote, auditor ratification, and a bylaw amendment.

• Record date for voting is July 25, 2024, with 6,969,695 shares eligible to vote; one vote per share.

• Proxy materials and annual report are available online for shareholder review.

Voting matters and shareholder proposals

• Election of seven director nominees to serve until the next annual meeting.

• Advisory (non-binding) vote on executive compensation (Say-on-Pay).

• Ratification of Moss Adams LLP as independent auditor for fiscal year ending March 31, 2025.

• Amendment to Articles of Incorporation to allow shareholders to amend bylaws with a 75% supermajority.

• Shareholder proposals for the 2025 meeting must be received by April 7, 2025.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; all committees are composed solely of independent directors.

• Chairman and CEO roles are combined; no lead independent director, but strong independent oversight is maintained.

• Board committees include Audit, Compensation, and Nominating, each with defined charters and responsibilities.

• Director qualifications emphasize industry experience, independence, and diversity of perspectives.

• Directors are encouraged to attend the annual meeting; all attended in 2023.